FOX JEFFREY H 4

What Happened
Jeffrey H. Fox, a director of Westrock Coffee Co. (WEST), acquired $1,500,000 principal amount of the issuer's 5% convertible senior notes due 2031 in a purchase reported on Form 4. The transaction (derivative acquisition) does not show shares acquired because it was a purchase of convertible notes that may convert into common stock under specified conditions.

Key Details

• Transaction date: November 4, 2025; Consideration/principal amount: $1,500,000 (transaction code P — purchase of a derivative).
• Report filed: April 21, 2026 — this Form 4 was filed about 5½ months after the transaction (delayed filing).
• Shares owned after transaction: Not stated as shares; the filing reports a $1.5M convertible note position held of record by a trust over which Mr. Fox may be deemed to exercise control.
• Conversion mechanics (footnotes): initial conversion price $5.25 = initial conversion rate of 190.48 shares per $1,000 principal (≈285,720 shares for $1.5M if converted at the initial rate); conversion may be settled in cash, shares, or a combination.
• Conversion windows (footnote): voluntary conversion windows generally begin May 4, 2026 (subject to conditions) and include other specified periods through 2031.
• Issuance cap: issuer may not issue more than 19.99% of outstanding common stock in respect of conversions (footnote).
• Record/beneficial ownership note: Held of record by a trust; Mr. Fox disclaims beneficial ownership over any securities in the trust in which he has no pecuniary interest (footnote).

Context
This was a purchase of convertible debt, not an immediate stock purchase. Convertible notes are debt instruments that can convert into common shares under the terms above; conversion is not automatic and can be settled in cash, stock, or both. Because the filing was delayed, the report was not timely under typical Section 16 reporting expectations — the late filing is a disclosure/timeliness issue but does not by itself reveal intent.